Arbitration

7.1 Notwithstanding anything to the contrary in the Licence Agreement or elsewhere, the Licensee, the Producer and the Completion Guarantor and the Bank hereby agree that in the event any dispute, claim or controversy arises between any of the parties hereto with respect to this Agreement, whether in contract, tort, equity or otherwise or as to whether Mandatory Delivery has been made or whether any sums are owing pursuant to the Licence Agreement or the Completion Guarantee, the parties agree to submit such dispute for resolution by mandatory binding arbitration under the Arbitration Rules (the 'Arbitration Rules'). Any of the parties may initiate such arbitration proceeding pursuant to the Arbitration Rules. The arbitration shall be held in [name of city]. The parties shall appoint a single arbitrator with expertise in the film industry and failing such agreement, the single arbitrator shall be determined in accordance with the Arbitration Rules. Each of the parties hereto agree that each will abide by any decision rendered in such arbitration and no right of appeal shall lie therefrom. Each of the parties further agrees that, in the event of a dispute relating to Mandatory Delivery, recourse shall not be had to the arbitration procedure herein until:

a. The Licensee has first given written notice to the Producer, the Bank, and the Completion Guarantor specifying with particularity and in detail the alleged defect or insufficiency in the delivery of the Film or the Mandatory Delivery Items; and b. The Producer or the Completion Guarantor shall have had 10 business days after receipt of such written notice to cure the alleged defect or insufficiency complained of pursuant to Sub-Clause (a) above.

In the event that the Licensee does not provide such written notice as aforesaid, within 10 business days of receipt of the Mandatory Delivery Items, or in the event that the Licensee does not provide written notice specifying any alleged defect or insufficiency in the delivery of the Film or the Mandatory Delivery Items which have been re-delivered by the Producer or the Completion Guarantor within 5 business days of receipt of such re-delivery, then the Licensee shall be deemed, for all purposes, to have accepted delivery of the Film and shall be immediately responsible to pay the Licence Fee to the Bank.

7.2 The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attorney's fees and costs), shall be borne by the unsuccessful party or at the discretion of the arbitrator, may be prorated between the parties in such proportion as the arbitrator determines to be equitable and shall be awarded as part of the award or judgment.

7.3 The parties agree that the arbitration as set forth above shall be the sole means of resolving any disputes, claims and controversies among them arising out of this Agreement.

7.4 Unless the issue(s) before the arbitrator do not include whether or not Mandatory Delivery was effected, the arbitration must result in either a finding that Mandatory Delivery has been effected or a finding that Mandatory Delivery has not been effected and the arbitrator shall promptly notify the Licensee, the Producer, the Completion Guarantor and the Bank in writing of the finding made. If it is found that Mandatory Delivery has been effected, the arbitrator shall issue an award against the Licensee requiring the immediate payment of the Licence Fee to the Bank. On the other hand, if it is found that Mandatory Delivery has not been effected, then the arbitrator shall issue an award against the Completion Guarantor requiring the Completion Guarantor to immediately pay the Bank an amount equal to the Licence Fee with accrued interest thereon. The Licensee shall immediately return to the Completion Guarantor, if the Completion Guarantor has paid the Bank, at the Completion Guarantor's expense, or the Bank, if the Completion Guarantor has not so paid the Bank, at the Producer's expense, all delivery items theretofore delivered to the Licensee.

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Film Making

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